<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
BioCryst Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09058V 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
William W. Featheringill
c/o Private Capital Corporation
100 Brookwood Place, Suite 410
Birmingham, Alabama 35209
205-879-2722
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE> 2
<TABLE>
<CAPTION>
CUSIP NO. 09058V 10 3 13D PAGE 2 OF 7 PAGES
- -------------------------------------------------------- ----------------------------------------
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 WILLIAM W. FEATHERINGILL
###-##-####
- -------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
2
- -------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
5
- -------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- -------------------------------------------------------------------------------------------------------------------------------
US SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 2,526,822(2)(3)
OWNED BY 7
REPORTING -------------------------------------------------------------------------------------------------------
PERSON SHARED VOTING POWER
WITH
8
-------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9
2,526,822(2)(3)
-------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
65,000(1)
- -------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,548,800(2)(3)(4)
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
12
- -------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
17%
- -------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
(1) Purchased (3/22/96) and held in the record name of John P.K.
Featheringill, under an agency basis subject to option to acquire
record ownership. Agent has sole voting power.
(2) Includes 65,000 shares held in the name of John P.K. Featheringill. See
10 above.
(3) Includes 299,900 shares held by the Featheringill Family Partnership.
Mr. Featheringill is the sole manager of the Featheringill Family
Partnership with investment and voting power for such shares.
(4) Includes options to purchase 21,978 shares.
<PAGE> 3
CUSIP No. 09058 V 10 3 Page 3 of 7 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of Common Stock, $0.01
par value (the "Common Stock"), of BioCryst Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"), whose principal executive offices are located at
2190 Parkway Lake Drive, Birmingham, AL 35244.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement is filed by William W. Featheringill (the "Reporting
Person"). The following sets forth the Reporting Person's name, business
address, principal occupation, the name, principal business and address of the
corporation or organization in which such occupation is conducted and
citizenship.
Name: William W. Featheringill
Business Address: Private Capital Corporation
100 Brookwood Place, Suite 410
Birmingham, AL 35209
Principal Occupation: Investments
Name, Principal Business
and Address of Corporation
or Organization in which
such Occupation is Conducted: Private Capital Corporation
100 Brookwood Place, Suite 410
Birmingham, AL 35209
Citizenship: United States
During the five years prior to the date hereof, the Reporting Person
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
On May 16, 1995, the Reporting Person purchased 1,000,000 shares of
Common Stock of the Issuer with personal funds.
<PAGE> 4
CUSIP No. 09058 V 10 3 Page 4 of 7 Pages
- --------------------------------------------------------------------------------
On March 22, 1996, the Reporting Person purchased 235,000 shares of
Common Stock of the Issuer with personal funds.
On 3/22/96, 65,000 shares of common stock of the Issuer were purchased
with personal funds advanced by the Reporting Person and are held in the record
name of John P.K. Featheringill, the undersigned's brother, under an agency
basis, subject to the option of the undersigned to acquire record ownership.
John P.K. Featheringill has sole voting power with respect to said shares.
As of January 5, 1998, the Reporting Person had purchased an additional
581,300 shares of Common Stock of the Issuer with personal funds.
In addition, as of November 21, 1997, the Featheringill Family
Partnership had purchased 299,900 shares of Common Stock of the Issuer. The
Reporting Person is the sole manager with investment and voting power of the
Featheringill Family Partnership.
In addition, as of September 30, 1998, the Reporting Person had
purchased an additional 292,000 shares of Common Stock of the Issuer with
personal funds.
In addition, as of October 13, 1998, the Reporting Person had purchased
an additional 53,622 shares of Common Stock of the Issuer with personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
The Reporting Person acquired the shares of Common Stock of the Issuer
as an investment in the Issuer.
Although the Reporting Person has not formulated any definitive plans,
he may from time to time acquire, or dispose of, Common Stock and/or other
securities of the Issuer if and when he deems it appropriate. The Reporting
Person may formulate other purposes, plans or proposals relating to any of such
securities of the Issuer to the extent deemed advisable in light of market
conditions, investment policies and other factors.
Except as indicated in this Schedule 13D, as amended, the Reporting
Person currently has no plans or proposals that relate to or would result in any
of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) and (b) The Reporting Person beneficially owns 2,548,800 shares of
the Common Stock, or 17% of the outstanding shares of Common Stock, of the
Issuer. This figure includes 65,000 shares purchased on March 22, 1996 and held
in record name John P.K. Featheringill under an agency basis, subject to option
to acquire record ownership on behalf of the undersigned. John P.K.
Featheringill has
<PAGE> 5
CUSIP No. 09058 V 10 3 Page 5 of 7 Pages
- --------------------------------------------------------------------------------
sole voting power with respect to said shares. In addition, this figure includes
the 299,900 shares acquired by the Featheringill Family Partnership for which
the Reporting Person is the sole manager with investment and voting power for
such shares. This figure also includes options to purchase 21,978 shares of
Common Stock of the Issuer. The Reporting Person has sole power to vote and to
dispose of 2,161,922 shares of Common Stock of the Issuer held directly by the
Reporting Person.
(c) The Reporting Person acquired 1,000,000 shares of Common Stock of
the Issuer on May 16, 1995 for $5.50 per share directly from the Issuer in a
private placement.
The Reporting Person acquired 235,000 shares of Common Stock of the
Issuer on March 22, 1996 for $8.00 per share directly from the Issuer in a
private placement.
On 3/22/96, 65,000 shares of Common Stock of the Issuer were purchased
from the Issuer with personal funds advanced by the Reporting Person and are
held in the record name of John P.K. Featheringill, the undersigned's brother,
under an agency basis, subject to the option of the undersigned to acquire
record ownership. John P.K. Featheringill has sole voting power with respect to
said shares.
The Reporting Person acquired the following 292,000 shares of Common Stock of
the Issuer on the following dates for the following prices per share:
<TABLE>
<CAPTION>
Number of shares Date Price per share
---------------- ---- ---------------
<S> <C> <C>
1. 2,000 09/15/98 $7.007
2. 5,000 09/15/98 $7.070
3. 93,000 09/16/98 $7.259
4. 4,000 09/17/98 $7.133
5. 13,000 09/17/98 $7.196
6. 14,000 09/17/98 $7.133
7. 30,000 09/17/98 $7.070
8. 22,200 09/18/98 $7.133
9. 2,000 09/18/98 $7.070
10. 15,000 09/21/98 $7.133
11. 32,400 09/22/98 $7.133
12. 7,300 09/22/98 $7.070
13. 1,000 09/22/98 $7.133
14. 2,000 09/23/98 $7.070
15. 11,100 09/23/98 $7.133
16. 4,000 09/24/98 $7.070
17. 500 09/25/98 $7.070
18. 6,000 09/25/98 $7.070
19. 6,000 09/28/98 $7.070
20. 3,000 09/29/98 $6.944
21. 3,000 09/29/98 $6.618
22. 10,000 09/29/98 $7.070
23. 2,000 09/30/98 $6.944
24. 3,500 09/30/98 $6.818
25. 3,000 10/01/98 $6.818
26. 3,522 10/01/98 $5.875
</TABLE>
<PAGE> 6
CUSIP No. 09058 V 10 3 Page 6 of 7 Pages
- --------------------------------------------------------------------------------
27. 1,600 10/08/98 $5.875
28. 45,500 10/13/98 $5.875
(d) & (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
None - since the last Form 13D, as amended.
Item 7. Material to be Filed as Exhibits.
None
<PAGE> 7
CUSIP No. 09058 V 10 3 Page 7 of 7 Pages
- --------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 11/25/98
/s/ William W. Featheringill
----------------------------------------
William W. Featheringill
